Amended Statement of Changes in Beneficial Ownership (4/a)
February 27 2019 - 4:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Dempsey Patrick
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2. Issuer Name
and
Ticker or Trading Symbol
BARNES GROUP INC
[
B
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
BARNES GROUP INC., 123 MAIN STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2019
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(Street)
BRISTOL, CT 06010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
2/15/2019
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/13/2019
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A
(1)
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14400
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A
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$0
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301838
(2)
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D
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Common Stock
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4109.51
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I
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By Company's 401(k) Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option-Right to Buy
(3)
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$60.72
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2/13/2019
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A
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62200
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(4)
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2/13/2029
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Common Stock
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62200
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(5)
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62200
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D
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Explanation of Responses:
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(1)
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Reporting Person has received 14,400 Restricted Stock Units that are subject to forfeiture if certain events occur.
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(2)
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Includes balances of 8666 Restricted Stock Units granted 2/10/2016, 9599 granted 2/8/2017, and 12600 granted 2/8/2018, that are subject to forfeiture if certain events occur.
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(3)
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This amendment is being filed to correct an inadvertent error in the Form 4 of the reporting person filed on February 15, 2019 (the "Prior Form 4"). This line item reflects the February 13, 2019 award by Barnes Group Inc. (the "Company") to the reporting person of options in respect of 62,200 shares of common stock of the Company with an exercise price of $60.72. Such options were inadvertently listed as an award of shares of common stock of the Company in the Prior Form 4. This amendment amends and restates the Prior Form 4 in its entirety.
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(4)
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The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the grant date.
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(5)
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1 for 1.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dempsey Patrick
BARNES GROUP INC.
123 MAIN STREET
BRISTOL, CT 06010
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X
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President and CEO
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Signatures
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Patricia A. Bradley, pursuant to a Power of Attorney
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2/27/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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